Fiscal Year 2003, amended and restated in 2011 (see
below for further information)

Mode

Toll Highway

Description

The South Bay Expressway (SBX) toll road (the SBX Project)
is a 9.2-mile, privately-developed southern extension of
SR 125, extending from San Miguel Road in Bonita, CA near
the Sweetwater Reservoir to SR 905 in Otay Mesa, near the
International Border. The SBX Project connects the only
commercial port of entry in San Diego to the regional freeway
network. This project, made possible through an innovative
public-private partnership, completes the missing link
in San Diego's third north-south freeway corridor. The
SBX Project connects Otay Mesa, the largest area of industrial-zoned
land remaining in San Diego County, with eastern Chula
Vista and points north and east, reducing commute times
and providing convenient access to downtown San Diego,
Sorrento Valley, Santee, I-8 and I-15, and Mexico.

The SBX Project was developed pursuant to California's
AB 680 legislation passed in 1989. Under the original franchise
agreement, the private developer raised capital for the
Project and constructed the road in exchange for a 35-year
toll concession. Caltrans owns the highway, but leases
the road back to the franchisee. Currently, the San Diego
Association of Governments (SANDAG) has the franchise,
under an amended agreement executed when the toll road
was sold to SANDAG in December 2011 (see discussion below
for more information). Control will revert back to Caltrans
in 2042.

In conjunction with the construction of the toll road,
two local government-funded projects at the northern end
of the toll road known as the "Gap and Connector"
were built to link the SBX Project to the existing San
Diego freeway network.

The SBX Project offers cash and credit card payment
as well as electronic toll collection through the FasTrak
system. Construction of the toll road and the "Gap
and Connector" projects was performed under design-build
contracts.

Cost

$658 million

Funding Sources

Construction Period Financing:

Bank debt - $340 million (backed by toll revenues)

TIFIA loan - $140 million (backed by toll revenues)

Donated right of way - $48 million

Investor equity - $130 million

Project Delivery / Contract Method

35-year Build-Transfer-Operate franchise with the State
of California that allows the franchisee to set market
rate tolls

Private Partner

South Bay Expressway, L.P. (SBX LP), formerly owned
by Macquarie 125 Holdings, Inc. and Macquarie Infrastructure
Partners. (These entities were the original developer and
equity holders, respectively. See below for current ownership.)

The TIFIA loan is secured by a priority security interest
in all project collateral, including, but not limited to:
(a) all income, tolls, revenues, rates, fees, charges,
rentals, or other receipts derived by or related to the
operation or ownership of the project including all amounts
from joint development or leasing of air space lease rights;
(b) any revenues assigned to the Borrower and proceeds
of the sale or other disposition of all or any part of
the project; and (c) all income derived from permitted
investments. The TIFIA loan is also secured by a mortgage
on the Borrower's leasehold interest in the real estate
underlying the toll road right of way.

Financial Status / Financial Performance

Financial close on May 22, 2003

TIFIA credit agreement signed on May 22, 2003

On March 22, 2010, the privately owned toll road operator
and TIFIA borrower, SBX LP, applied for reorganization
under Chapter 11 of the U.S. Bankruptcy Code. With accrued
interest, the outstanding balance of the TIFIA loan at
the time of the bankruptcy filing was $172 million and,
pursuant to TIFIA statutory requirements, TIFIA's debt
became on par with that of the Lenders. The senior lien
of TIFIA and the Lenders was confirmed by the Court during
the bankruptcy process.

The filing was primarily the result of the burden of
claims by the contractor that built the SBX Project, particularly
the ongoing litigation costs. The SBX Project's financial
condition was also a factor as the financial prospects
were being impacted by lower than anticipated revenues
due to the economic downturn.

On December 30, 2010, SBX LP filed a Plan of Reorganization
(Plan) with the Bankruptcy Court, pursuant to which SBX
LP was converted to a Delaware limited liability company,
South Bay Expressway, LLC (SBX LLC), and the debt of the
Lenders and TIFIA was restructured. The Bankruptcy Court
confirmed the Plan on April 14, 2011, which included the
settlement of all litigation matters with the contractor,
Caltrans, and certain other parties.

Under the Plan, TIFIA's secured claim was $99 million,
of which approximately $93 million represented debt (the
new loan amount) and $6 million was equity. TIFIA's unsecured
claim was $73 million, or 42 percent of the $172 million
outstanding balance. All future toll revenues were to be
shared pro rata between TIFIA (32 percent) and the Lenders
(68 percent). The Lenders and TIFIA held 100 percent of
the restructured debt and owned all of the equity in the
reorganized company. Although DOT wrote down a portion
of the principal balance, TIFIA was scheduled to recapture
more than 90 percent of the original loan by the final
maturity date of 2042. The reorganized company, SBX LLC,
emerged from bankruptcy on April 28, 2011, concurrent with
the financial close of the restructured loans.

Soon after emergence, San Diego Association of Governments
(SANDAG) approached TIFIA and the Lenders with respect
to a possible purchase of the SBX Project by SANDAG. On
July 22, 2011, SANDAG, the Lenders and TIFIA reached an
agreement in principal for the purchase of the SBX Project
for $344.5 million in cash and debt (excluding cash on
hand and non-core assets). On December 21, 2011, SANDAG
purchased the SBX Project from TIFIA and the Lenders, with
TIFIA issuing a note to SANDAG for a restated loan in the
amount of $94.1 million. In addition, as consideration
for the sale of the project, TIFIA received a cash distribution
of $15.4 million and holds a subordinated note from SANDAG
in the amount of $1.4 million. The basis for allocations
between the Lenders (68 percent) and TIFIA (32 percent)
was the pro rata share of the outstanding debt as of the
bankruptcy filing.

The TIFIA note has a senior lien on the SBX Project
Revenues and is structured into three tranches that bear
interest at the same rates as in the Plan, which rates
are higher than the rate for TIFIA's original loan for
the SBX Project. The DOT also has a separate subordinate
note, which compensates TIFIA in part for its equity portion
under the Plan. Fitch Ratings has assigned an investment
grade rating to the TIFIA debt. Now that substantially
all of the assets (i.e., the SBX Project) of SBX LLC have
been sold to SANDAG, TIFIA and the Lenders are in the process
of liquidating and winding down SBX LLC.

The ultimate recoveries of the TIFIA loan for this Project
depend on ongoing performance of the Toll Road. However,
the credit quality of the cash flow stream has been improved
significantly through the sale of the Toll Road to SANDAG.
Although the principal amount of the original loan was
reduced, based on the credit attributes of the restructured
loan and the higher interest rates (compared to the 4.46
percent rate in the original loan), the TIFIA program is
positioned to realize 100 percent of the original loan
balance.

Innovations

$140 million TIFIA loan was the first-ever provided
to a private toll road development and the first with
bank debt and private equity.

The original TIFIA debt service repayment structure
was sculpted with mandatory and scheduled components.